8-K

             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549

                          FORM 8-K

                       CURRENT REPORT


          Pursuant to Section 13 or 15 (d) of the
              Securities Exchange Act of 1934


                      April 30, 1996
      Date of Report (Date of earliest event reported)


                    FIFTH THIRD BANCORP
      (Exact name of registrant as specified in its charter)

          Ohio                     0-8076        31-0854434
(State or other jurisdiction     (Commission        (IRS
   of incorporation)             File Number)      Employer
                                                Identification   
                                                    Number)

   38 Fountain Square Plaza, Cincinnati, Ohio       45263 
    (Address of principal executive offices)      (Zip code)

                          (513)579-5300
      (Registrant's telephone number, including area code) 

                          Not Applicable
     (Former name or address, if changed since last report.)

Item 5.  Other Events

           On April 30, 1996, the Registrant issued notice of
      redemption, effective May 31, 1996, for its 4 1/4%
      Convertible Subordinated Notes due 1998 (the "Notes"). 
      The Redemption Date has been fixed as May 31, 1996. 
      Note holders have the option of redeeming their Notes
      for cash at 101.70% of par, plus accrued interest to
      May 31, 1996, or converting the Notes into the
      Registrant's Common Stock on or prior to that date at
      the conversion price of $42.417 per share of Common
      Stock.  (The conversion price of the Notes has been
      adjusted for the three-for-two stock split paid January
      12, 1996.)  Note holders who elect conversion of their
      Notes to Common Stock will be paid accrued interest to
      the conversion date.  The conversion right expires at
      the close of business on May 31, 1996.



Item 7.  Financial Statements and Exhibits

      EXHIBIT NO.     DOCUMENT DESCRIPTION
        99            Press Release




                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized

                            Fifth Third Bancorp
                                (Registrant)



Date:  April 30, 1996       /s/P. Michael Brumm
                            P. Michael Brumm
                            Executive Vice President & CFO

EX-99

                                                     Exhibit 99

{5/3 Logo}  FIFTH THIRD BANCORP              NEWS RELEASE


CONTACT:     Roberta R. Jennings                   FOR IMMEDIATE RELEASE
             513/579-4153                          April 30, 1996


           FIFTH THIRD BANCORP ISSUES REDEMPTION NOTICE ON CONVERTIBLE       
                             SUBORDINATED NOTES


       Fifth Third Bancorp has issued notice of redemption effective April 30,
1996 for its $143,750,000 4 1/4% Convertible Subordinated Notes due 1998.  The
rights of debenture holders are fully described in the Indenture dated
November 19, 1992.
       "As our stock price has risen we have the opportunity to expand our
equity base by calling these notes," said George A. Schaefer, Jr., President
and CEO, Fifth Third Bancorp.  "The $143.8 million addition to our capital
strengthens our overall financial position as well as increases our ability
to take advantage of additional expansion opportunities."
       Holders have the option of redeeming notes for cash at 101.70% of par,
plus accrued interest to May 31, 1996 or may convert notes into Fifth Third
Bancorp Common Stock on or prior to that date.  Interest will be paid to the
date of conversion on the notes.  This conversion right expires at the
close of business on May 31, 1996.  The conversion price is $42.417 per share
of Common Stock which is adjusted for a 3 for 2 stock split on January 12, 1996.
Fractional shares will be paid in cash based on an amount equal to the same
fraction of the closing price per share of the Common Stock on the day of
conversion.
       Founded in 1858, Fifth Third Bancorp is headquartered in Cincinnati,
Ohio. The Bancorp has 11 affiliate banks, $18.9 billion in assets and 425
full-service Banking Centers including 91 BankMart(R) locations open seven
days a week inside select grocery stores and 695 Jeanie(R) ATMs in Ohio,
Kentucky, Indiana and Naples, Florida. Fifth Third operates four main
businesses: Retail, Commercial, Trust & Investment Services and Midwest Payment
Systems, the Bank's data processing subsidiary. Bancorp investor information can
be accessed on the Internet at WWW.53.COM. The company's common stock trades on
The Nasdaq Stock Market under the symbol: FITB.

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